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the partners therein were entitled to immediate adjustments to
their outside bases equal to their pro rata shares of the
partnership’s liabilities for costs incurred in qualifying for the
progress payments. Similarly, Helmer v. Commissioner, supra,
suggests that a partnership liability under section 752 may arise
where a partnership receives payments in a transaction that
qualifies as an open transaction for tax purposes if the
partnership is subject to a liability to repay the funds or to
perform any services in the future. In sum, the authorities that
petitioner relies upon demonstrate that, although the amounts
received by a partnership in an open transaction generally are not
characterized as a liability under section 752, the transaction
must nevertheless be examined to determine whether the partnership
incurred related liabilities that may require partner-level basis
adjustments pursuant to section 752. In light of these competing
considerations, we reject petitioner’s argument that the
Commissioner’s reasoning in Rev. Rul. 95-26, 1995-1 C.B. 131,
conflicts with Rev. Rul. 73-301, supra, and the Court’s holding in
Helmer v. Commissioner, supra.
Petitioner attempts to draw an analogy between the option
payments that the partnership received in Helmer v. Commissioner,
supra, with the cash proceeds that Salina received on its sale of
the borrowed Treasury bills. Although the two transactions are
both considered open transactions for purposes of application of
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